MiCA Whitepaper Inline XBRL

N	Field	Content
00	Table of contents	General Information Part A: Information about the offeror or the person seeking admission to trading Part B: Information about the issuer, if different from the offeror or person seeking admission to trading Part C: Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114 Part D: Information about the crypto-asset project Part E: Information about the offer to the public of crypto-assets or their admission to trading Part F: Information about the crypto-assets Part G: Information on the rights and obligations attached to the crypto-assets Part H: Information on the underlying technology Part I: Information on the risks Part J: Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts
01	Date of notification	2026-03-11
02	Statement in accordance with Article 6(3) of Regulation (EU) 2023/1114	This crypto-asset white paper has not been approved by any competent authority in any Member State of the European Union. The person seeking admission to trading of the crypto-asset is solely responsible for the content of this crypto-asset white paper.
03	Compliance statement in accordance with Article 6(6) of Regulation (EU) 2023/1114	This crypto-asset white paper complies with Title II of Regulation (EU) 2023/1114 of the European Parliament and of the Council and, to the best of the knowledge of the management body, the information presented in the crypto-asset white paper is fair, clear and not misleading and the crypto-asset white paper makes no omission likely to affect its import.
04	Statement in accordance with Article 6(5), points (a), (b), (c), of Regulation (EU) 2023/1114	The crypto-asset referred to in this crypto-asset white paper may lose its value in part or in full, may not always be transferable and may not be liquid.
05	Statement in accordance with Article 6(5), point (d), of Regulation (EU) 2023/1114	The utility token referred to in this white paper may not be exchangeable against the good or service promised in this white paper, especially in the case of a failure or discontinuation of the crypto-asset project.
06	Statement in accordance with Article 6(5), points (e) and (f), of Regulation (EU) 2023/1114	The crypto-asset referred to in this white paper is not covered by the investor compensation schemes under Directive 97/9/EC of the European Parliament and of the Council or the deposit guarantee schemes under Directive 2014/49/EU of the European Parliament and of the Council.
07	Warning in accordance with Article 6(7), second subparagraph, of Regulation (EU) 2023/1114	Warning This summary should be read as an introduction to the crypto-asset white paper. The prospective holder should base any decision to purchase this crypto-asset on the content of the crypto-asset white paper as a whole and not on the summary alone. The offer to the public of this crypto-asset does not constitute an offer or solicitation to purchase financial instruments and any such offer or solicitation can be made only by means of a prospectus or other documents pursuant to the applicable national law. This crypto-asset white paper does not constitute a prospectus as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council or any other offer document pursuant to Union or national law.
08	Characteristics of the crypto-asset	YELLOW is the native utility token of the Yellow Network, only intended to provide access to the goods and services supplied by Layer3 Fintech Ltd. — including clearing network access, SDK and developer tools, broker registration, node operation, AppRegistry, and dispute resolution. YELLOW operates across multiple blockchain networks, including Ethereum, Base, Arbitrum, Linea, BNB, and Polygon, and has a maximum supply of 10,000,000,000 tokens. Holders of YELLOW tokens have the right to use the token for accessing network services. However, they do not have ownership, voting, or profit-sharing rights in Layer3 Fintech Ltd. or its affiliates, and the token may lose its value in part or in full, and holders assume full responsibility for their purchases and use of tokens. Users who hold YELLOW pay service fees directly at a discounted rate. Users who do not yet hold YELLOW may optionally pay in other supported assets through an independent third-party conversion mechanism. YELLOW tokens are transferable through external wallets, and rights and obligations are exercised in accordance with platform rules, with potential modifications communicated through updates to the Yellow Network.
09	Further information about utility tokens	YELLOW is the access token for the Yellow Network, required to use the goods and services supplied by Layer3 Fintech Ltd. The core utilities follow: Access rights: required to operate nodes, brokers, or integrations and to access the SDK, AppRegistry, and developer tools. Feature unlocking: premium tiers and advanced services require YELLOW consumption or collateral thresholds. Network security: node operators post YELLOW as a mandatory functional security deposit; the protocol dynamically ensures posted collateral exceeds the value of assets under custody, making fraud economically irrational. Service-level enforcement: node operators commit to maintain reliable service and are subject to automatic collateral slashing in case of misconduct or underperformance.
10	Key information about the offer to the public or admission to trading	The total supply of YELLOW is 10,000,000,000 tokens. The issue price for the most recent public sale was USD 0.011 per token, and no subscription fees were charged. The offering targets both retail and professional users. The offer was conducted in multiple phases: a pre-sale running from 2022 to 2025, followed by a public sale that was successfully funded and closed on 25 August 2025. Primary sales are closed. The YELLOW token was admitted to secondary market trading on 8 March 2026. The public offer was facilitated through Republic, a US-based funding platform, under Regulation D and Regulation S. No MiCA-authorised CASP was designated for token placement. The token allocation is as follows: 10% Founders, 12.5% Token Sales, 30% Community Treasury, 20% Foundation Treasury, 25% Network Growth Incentives (distributed automatically based on network scale), and 2.5% Ecosystem Accessibility Reserve. The Foundation controls 50% of total supply, subject to linear vesting. Layer3 Fintech Ltd. intends to seek admission to trading on additional centralised exchanges, including Kraken, Coinbase, and Bithumb, as well as on yellow.pro, an exchange built on the Yellow Network's NeoDAX software, subject to final agreements and listing approvals.

N	Field	Content
B.1	Issuer different from offerror or person seeking admission to trading	FALSE
B.2	Name	N/A
B.3	Legal form	N/A
B.4	Registered address	N/A
B.5	Head office	N/A
B.6	Registration date	N/A
B.7	Legal entity identifier	N/A
B.8	Another identifier required pursuant to applicable national law	N/A
B.9	Parent company	N/A
B.10	Members of the management body	N/A
B.11	Business activity	N/A
B.12	Parent company business activity	N/A

N	Field	Content
C.1	Name	N/A
C.2	Legal form	N/A
C.3	Registered address	N/A
C.4	Head office	N/A
C.5	Registration date	N/A
C.6	Legal entity identifier	N/A
C.7	Another identifier required pursuant to applicable national law	N/A
C.8	Parent company	N/A
C.9	Reason for crypto-asset white paper Preparation	N/A
C.10	Members of the management body	N/A
C.11	Operator business activity	N/A
C.12	Parent company business activity	N/A
C.13	Other persons drawing up the crypto-asset white paper according to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114	N/A
C.14	Reason for drawing the white paper by persons referred to in Article 6(1), second subparagraph, of Regulation (EU) 2023/1114	N/A

N	Field	Content
E.1	Public offering or admission to trading	ATTR
E.2	Reasons for public offer or admission to trading	The public offer of the YELLOW token has been completed. The most recent public sale was successfully funded and closed on 25 August 2025. This modified crypto-asset white paper concerns the admission of YELLOW to trading. Admission to Trading for Ecosystem Accessibility Admission to trading ensures that YELLOW tokens remain accessible to network participants — including node operators, developers, brokers, and service providers — who require the token to access goods and services supplied by Layer3 Fintech Ltd. The YELLOW token was admitted to secondary market trading on 8 March 2026 on a non-EU regulated exchange, with additional EU-regulated trading platforms being pursued. Prior Token Distribution The public offer distributed YELLOW tokens to participants who need them to operate nodes, access developer tools, register applications, and use network services. Proceeds from the distribution supported the continued development and delivery of Yellow ecosystem services.
E.3	Target expressed in currency	N/A — Primary sales are closed. The most recent public sale was completed on 25 August 2025.
E.3	Target expressed in units	N/A
E.3	Target expressed in digital token identifier	N/A
E.4	Minimum subscription goals	N/A
E.5	Maximum subscription goals	N/A
E.6	Oversubscription acceptance	FALSE
E.7	Oversubscription allocation	N/A
E.8	Issue price	0.011
E.9	Official currency or any other crypto-assets determining the issue price	USD
E.9	Official currency or any other crypto-assets determining the issue price	USD
E.10	Fee expressed in currency	N/A
E.10	Fee expressed in units	N/A
E.10	Fee expressed in digital token identifier	N/A
E.11	Offer price determination method	The issue price was determined by Layer3 Fintech Ltd. based on the cost structure of delivering the goods and services accessible through YELLOW, as well as the total number of tokens available for distribution. The methodology prioritised fairness and predictability for token purchasers. Layer3 Fintech Ltd. did not adopt a demand-based pricing model, as the company did not consider it equitable to adjust token pricing according to short-term market demand. The chosen approach ensured that all participants in the token offering acquired YELLOW tokens at the same transparent and pre-defined issue price, reflecting the service access value of the token.
E.12	Total number of offered/traded crypto-assets	10000000000
E.13	Targeted holders	ALL
E.14	Holder restrictions	The YELLOW token is a utility token designed for broad use within the Yellow ecosystem and is available to both retail and professional holders. Layer3 Fintech Ltd. does not impose any restriction as to the category of holders under Regulation (EU) 2023/1114 (MiCA). However, tokens are not offered or distributed in jurisdictions where such activities would be unlawful, including but not limited to countries subject to US, EU or UN sanctions.
E.15	Reimbursement notice	The public offer has been completed. During the offer period, purchasers were entitled to reimbursement if the minimum target subscription goal was not reached, if they exercised the right of withdrawal provided for in Article 13 of Regulation (EU) 2023/1114 of the European Parliament and of the Council, or if the offer was cancelled. As the offer is now closed, these reimbursement provisions are no longer applicable.
E.16	Refund mechanism	The public offer has been completed. During the offer period, the following refund mechanisms applied: Right of Withdrawal — in accordance with Article 13 of Regulation (EU) 2023/1114, all purchasers had the right to withdraw from their purchase within 14 calendar days of the subscription date. Purchasers exercising this right were reimbursed in the same currency or crypto-asset used for payment, less any transaction costs charged by third-party payment providers. Cancellation of the Offer — if the public offer had been cancelled prior to completion, all purchasers would have been reimbursed in full in the same currency or crypto-asset used for payment. Reimbursement requests were processed by Layer3 Fintech Ltd. or the third-party platforms facilitating the offer. As the offer is now closed and the token has been admitted to trading, these refund mechanisms are no longer applicable.
E.17	Refund timeline	During the offer period, refunds were processed within a reasonable period, not exceeding 14 business days from the date of the valid request. As the offer is now closed, this provision is no longer applicable.
E.18	Offer phases	The offer of YELLOW was conducted in multiple phases: a pre-sale running from 2022 to 2025, followed by a public sale that was successfully funded and closed on 25 August 2025. All offer phases are now complete.
E.19	Early purchase discount	Participants who acquired tokens during earlier development phases paid prices approximately 30% lower than the most recent public sale price. These earlier prices reflected the limited scope of goods and services accessible through YELLOW at the time of purchase: at the earliest phase, only the core protocol architecture and state channel R and D were available; subsequent phases saw the addition of the Yellow Wallet, Smart Account, and Yellow.com Portal (2024), followed by the SDK, Builder Program, and six additional EVM chain integrations (2025). The most recent public sale price of USD 0.011 reflects the full range of goods and services now supplied by Layer3 Fintech Ltd. and accessible through YELLOW, including the SDK, App Store, App Registry, Node Registry, Builder Program, State Channels, and smart account infrastructure.
E.20	Time-limited offer	True
E.21	Subscription period beginning	2022-01-01
E.22	Subscription period end	2025-08-25
E.23	Safeguarding arrangements for offered funds/crypto-Assets	In accordance with Article 10 of Regulation (EU) 2023/1114, Layer3 Fintech Ltd. put in place safeguarding arrangements during the public offer to ensure that funds or crypto-assets collected were protected until the completion of the offer or expiry of the withdrawal period. The public offer has been completed and all token allocations have been fulfilled. The following arrangements were in effect during the offer period: Segregated Holding of Assets — All fiat funds and crypto-assets received during the token offer were held in dedicated accounts or wallets separate from Layer3 Fintech Ltd.'s operational funds. Third-Party Custody — Launchpads and exchanges facilitating the public offer held purchaser funds or crypto-assets in accordance with their regulated safeguarding arrangements until the allocation of YELLOW tokens was confirmed. Reimbursement Mechanism — Purchasers who exercised their 14-day right of withdrawal under Article 13 MiCA had their funds or crypto-assets returned in the same form in which they were received (subject only to network or payment provider transaction costs). Security and Oversight — Layer3 Fintech Ltd. monitored and verified that all safeguarding arrangements were maintained in compliance with EU standards throughout the offer period.
E.24	Payment methods for crypto-asset purchase	During the public offer, purchasers acquired YELLOW tokens using either fiat currency or eligible crypto-assets. Fiat Payments — payments in official currencies (such as EUR or USD) were accepted through regulated third-party payment providers through launchpads and exchanges participating in the offer. Crypto-Asset Payments — Crypto-assets such as USDT, USDC and ETH were used to acquire YELLOW tokens. These transactions were processed via licensed third-party crypto-asset service providers (CASPs) acting as on-ramps/off-ramps, with conversion carried out at prevailing market rates at the time of purchase. Layer3 Fintech Ltd. did not directly hold or custody purchaser funds. All public offer payments were facilitated through external regulated partners to ensure compliance with applicable financial and anti-money laundering requirements. The public offer is now closed; YELLOW is available on secondary markets.
E.25	Value transfer methods for reimbursement	During the offer period, reimbursement was made in the same form (fiat or crypto) used for payment. Layer3 Fintech Ltd. did not handle the funds directly; refunds were processed by the same regulated third-party providers. Refunds were subject to network fees or payment processor charges, but otherwise full reimbursement was made. As the offer is now closed, this provision is no longer applicable.
E.26	Right of withdrawal	During the public offer, retail holders who purchased YELLOW tokens had the right to withdraw from their agreement to purchase without incurring any fees or costs and without having to give any reasons, in accordance with Article 13 of Regulation (EU) 2023/1114. The withdrawal period was 14 calendar days from the date of the agreement. Purchasers exercising this right were required to send a notice by email to legal@layer3.foundation before midnight CET of the 14th day after the date of the agreement. The right of withdrawal could not be exercised after (i) the end of the offer. As the public offer has concluded, the right of withdrawal under Article 13 is no longer exercisable.
E.27	Transfer of purchased crypto-assets	During the public offer, purchased tokens were transferred to an ERC-20-compatible wallet address provided by the purchaser. Wallets were required to support ERC-20 standards and could not be third-party custodial addresses. Tokens were transferred on-chain without any custody by Layer3 Fintech Ltd. Purchasers remain solely responsible for safeguarding their wallet and private keys, as Layer3 Fintech Ltd. has no access to or control over user credentials.
E.28	Transfer time schedule	During the public offer, token transfers occurred automatically and immediately upon successful on-chain execution of the purchase transaction, subject to network confirmation.
E.29	Purchaser's technical requirements	During the public offer, purchasers were required to use a wallet that supports the ERC-20 standard on Ethereum. Token allocations were delivered exclusively to the wallet address provided by the purchaser at the time of purchase.
E.30	Crypto-asset service provider (CASP) name	The public offer was facilitated through Republic, a US-based funding platform, under US Regulation D and Regulation S. The use of US securities exemptions reflects the precautionary compliance approach adopted for US-based and non-US participants under US federal law and does not constitute an acknowledgment that YELLOW is a security or financial instrument under any jurisdiction. Under EU Regulation (EU) 2023/1114 (MiCA), YELLOW is classified as a utility token pursuant to Article 3(1)(9) based on its functional characteristics as described in this white paper. No MiCA-authorised CASP was designated for token placement. For secondary market trading, custody, and payment-related functions, Layer3 Fintech Ltd. will ensure that all partners are appropriately authorised under MiCA and applicable EU law before being engaged in connection with the trading of YELLOW.
E.31	CASP identifier	N/A
E.32	Placement form	WOUT
E.33	Trading platforms name	The YELLOW token was listed on 8 March 2026 on a non-EU regulated exchange. Layer3 Fintech Ltd. intends to seek admission to trading on additional centralised exchanges, including Kraken, Coinbase, and Bithumb, as well as on yellow.pro (an exchange built on the Yellow Network's NeoDAX software), subject to final agreements and listing approvals. Other MiCA-compliant centralised and/or decentralised exchanges may be added based on future agreements.
E.34	Trading platforms Market identifier code (MIC)	The YELLOW token was listed on 8 March 2026 on a non-EU regulated exchange. Market Identifier Codes for additional trading platforms will be disclosed upon finalisation of listing agreements.
E.35	Trading platforms access	Access to trade YELLOW on secondary markets is governed by each trading platform's own rules, eligibility criteria, KYC/AML procedures, and jurisdictional restrictions. Layer3 Fintech Ltd. does not control or guarantee access to any third-party trading platform. Prospective traders should consult their platform of choice to understand applicable access requirements before transacting.
E.36	Involved costs	The costs of buying, selling, depositing, or withdrawing YELLOW on third-party trading platforms are set solely by those platforms and may vary over time. Typical fees include maker/taker trading fees, spreads, deposit/withdrawal fees, network (gas) fees, and foreign-exchange charges. Layer3 Fintech Ltd. does not control, charge, or subsidise any such fees. Prospective holders should consult their platform's fee schedule before transacting. Any taxes arising from trading or holding YELLOW are the responsibility of the holder.
E.37	Offer expenses	No costs are passed on to purchasers of YELLOW tokens.
E.38	Conflicts of interest	Layer3 Fintech Ltd. acknowledges the following potential conflicts of interest: The full token allocation is as follows. Each allocation is functional and tied to the delivery or consumption of Yellow ecosystem services — no allocation is designed to generate financial returns for its recipient: 10% Founders — subject to a 6month cliff and 60month linear vesting schedule; allocated to the founding team in connection with their ongoing obligations to develop and maintain the goods and services accessible through YELLOW 12.5% Token Sales (private and public) — distributed to participants who require YELLOW to access and use Yellow ecosystem services 30% Community Treasury — grants for application builders who will consume YELLOW for AppRegistry registration, SDK access fees, and service quality deposits when building on the issuer's platform 20% Foundation Treasury — allocated to fund the issuer's ongoing research, development, and delivery of the goods and services that YELLOW provides access to 25% Network Growth Incentives — distributed automatically based on network scale through protocolgoverned rules; operational subsidies for node operators who must post YELLOW as a mandatory security deposit to provide network infrastructure services using the issuer's software 2.5% Ecosystem Accessibility Reserve — allocated to ensure that YELLOW remains accessible on trading platforms for participants who need to acquire it for its intended utility functions The Foundation controls 50% of total supply (Community Treasury + Foundation Treasury) and is subject to linear vesting. Treasury releases follow a pre-defined, rule-based schedule with quarterly reporting on all movements. Paul Parker is the sole director of Layer3 Fintech Ltd. and its parent Layer3 Foundation, serving in a dual capacity across both entities. Layer3 Foundation is in the process of establishing a Foundation Council comprising project advisors and community representatives. The Council has been partially appointed at the time of this white paper, with remaining members to be confirmed following filing. Council members will hold individual hardware keys and execute grant decisions through multi-signature approval, incorporating community input. Pending the appointment of the Foundation Council, the following interim safeguards are in place: (i) all treasury movements exceeding USD 100,000 require independent auditor pre-approval; (ii) treasury holdings and all movements are subject to quarterly public reporting; (iii) Foundation token allocations are held in time-locked smart contracts with pre-defined release schedules that cannot be overridden by a single party; and (iv) an independent external auditor reviews treasury compliance on a semi-annual basis. These conflicts are mitigated by the vesting schedules, published quarterly treasury reports, the planned Foundation Council governance structure, and the separation of protocol governance (active node operators) from treasury management (Layer3 Foundation).
E.39	Applicable law	Ireland
E.40	Competent court	Ireland

N	Field	Content
F.1	Crypto-asset type	Crypto-assets other than asset-referenced tokens or e-money tokens (utility token). YELLOW is not an electronic money token (Art. 3(1)(7)). YELLOW does not purport to maintain a stable value by referencing the value of any single official currency. Its market price is determined solely by supply and demand and is not pegged, algorithmically stabilised, or backed by reserves denominated in an official currency. YELLOW is not an asset-referenced token (Art. 3(1)(6)). YELLOW does not purport to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies. There is no reserve of assets backing YELLOW, no stabilisation mechanism, and no redemption right at par or at a reference value. YELLOW is not a financial instrument (Art. 2(4)(a), Directive 2014/65/EU MiFID II). YELLOW does not confer rights equivalent to any category of financial instrument: - Not a transferable security: YELLOW does not represent ownership in or a debt obligation of the issuer. It confers no rights to dividends, profit-sharing, liquidation proceeds, or voting rights in corporate matters. Its characteristics are not comparable to shares, bonds, or depositary receipts. - Not a money market instrument: YELLOW is not a short-term debt instrument and does not bear interest or represent a claim payable at maturity. - Not a unit in a collective investment undertaking: YELLOW does not represent a pooled investment. Holders do not share in the profits or losses of a common enterprise. The mandatory collateral lock-up mechanism for node operators is a service prerequisite that increases slashing exposure, not an investment return. Protocol parameter governance is restricted to active node operators running infrastructure and is non-transferable, non-delegable, and terminates immediately when operations cease — it is an operational administration function, not a right attached to token ownership. - Not a derivative: YELLOW's value is not derived from an underlying asset, index, or reference rate. There is no settlement obligation, option, or future contract embedded in the token. The assessment takes into account the ESMA Guidelines on the conditions and criteria for the qualification of crypto-assets as financial instruments under Article 2(5) of Regulation (EU) 2023/1114. YELLOW is not a deposit (Art. 2(4)(b)). YELLOW is not repayable at par and does not represent funds received by a credit institution. There is no obligation on the issuer to return a nominal amount to the holder. YELLOW is not funds (Art. 2(4)(c)). YELLOW does not constitute funds within the meaning of Directive (EU) 2015/2366 (PSD2). It is not banknotes, coins, scriptural money, or electronic money. YELLOW is not a securitisation position, insurance product, pension product, or social security scheme (Art. 2(4)(d)-(j)). YELLOW does not fall within any of these excluded categories.
F.2	Crypto-asset functionality	YELLOW is the access token for the Yellow ecosystem, required to use the goods and services supplied by Layer3 Fintech Ltd. It provides access to protocol services, developer tools, and application-layer features across the Yellow Network. Specifically, YELLOW is consumed when accessing protocol operations, developer SDK features, and application services. Node operators post YELLOW as a mandatory functional security deposit under the protocol's Value-at-Risk model; protocol fees are locked into node collateral, increasing slashing exposure (see section H.5 for the full mechanism). The token's function is to provide access to the operational services supplied by Layer3 Fintech Ltd. within the Yellow ecosystem: clearing network access, SDK and developer tools, broker registration, node operation, AppRegistry, and dispute resolution. Other functionalities are planned that focus on expanding the role of YELLOW within the Yellow ecosystem by requiring YELLOW as a mandatory functional security deposit across additional protocol components. As Yellow continues to scale, YELLOW will be increasingly utilised to secure a broader range of components and services supplied by Layer3 Fintech Ltd., including the Yellow Clearnet (Ledger Layer), NeoDAX, Yellow App Store, and the Application Layer and its extensions. YELLOW will also be required as the protocol expands the scope of goods and services supplied by Layer3 Fintech Ltd., requiring node operators to post YELLOW collateral to back additional service guarantees across a broader range of protocol operations — including Clearnet settlement validation and Application Layer extensions such as NeoDAX and other applications built on the Yellow Network. As the network matures, protocol parameter administration will transition from centralised administration to distributed multi-signature execution by active node operators, replacing a single-point-of-failure administrator key with collective operational oversight — a protocol security mechanism, not a right conferred by token ownership.
F.3	Planned application of functionalities	The following goods and services supplied by Layer3 Fintech Ltd. are fully operational at the time of this white paper, and are directly accessible using YELLOW tokens. These constitute the primary utility basis for the YELLOW token: - State Channels — operational since 2024 - “Smart” Account Abstraction — operational since 2024 - Yellow Wallet — operational since 2024 - Yellow.com User Portal — operational since 2024 - Core Protocol — operational since 2024 - Yellow SDK v1.0 — production release 2025 - Yellow Builder Program — launched 2025 - Yellow App Store — operational - Yellow App Registry — operational - Yellow Node Registry — operational The following functionalities are accessible to node operators on testnet and are expected to reach mainnet within six months of filing: - Yellow Ledger Layer (DLT Clearnet) — in testnet since 2025 - Yellow Application Layer (AppLayer) — in testnet since 2025 The following functionalities are planned for delivery by December 2026, within the 12-month period commencing from the date of publication of the original crypto-asset white paper (February 2026), in accordance with Article 4(6) of Regulation (EU) 2023/1114: - Yellow Network Clearing Public Release — Q3 2026 - Yellow Network support of non-EVM blockchains — Q4 2026 - Public Release of NeoDAX Brokerage Open Source Software — Q2 2026
F.4	Type of crypto-asset white paper	OTHR
F.5	The type of submission	MODI
F.6	Crypto-asset characteristics	YELLOW is a fungible, transferable, and digitally stored crypto-asset operating primarily on the Ethereum blockchain as an ERC-20 token, deployed to Ethereum mainnet on 5 March 2026 at contract address 0x236eB848C95b231299B4AA9f56c73D6893462720. The token is not backed by any asset or reference value, does not purport to maintain a stable value by reference to any currency, asset, or right, and does not represent a claim on the issuer's assets, profits, or governance rights, distinguishing it clearly from asset-referenced tokens (ARTs) and electronic money tokens (EMTs). YELLOW is only intended to provide access to the goods and services supplied by Layer3 Fintech Ltd. within the Yellow Network — a clearing and settlement network of interconnected nodes operating across several blockchains. YELLOW is consumed when accessing protocol services and is required as a mandatory functional security deposit for node operation under the protocol's Value-at-Risk model (see section H.5 for the full collateral, fee, and slashing mechanism). The supply is fixed at 10 billion YELLOW, with neither inflationary nor deflationary mechanisms. YELLOW does not entitle holders to any governance privileges, dividends, or repayment obligations, and its acquisition does not involve any guaranteed financial return. Holding YELLOW alone does not grant participation in protocol parameter governance, which is restricted to active node operators running network infrastructure (see section H.5). YELLOW is not a financial instrument within the meaning of Directive 2014/65/EU (MiFID II), as it does not confer ownership rights, profit participation, or claims analogous to transferable securities, money market instruments, or derivatives.
F.7	Commercial name or trading name	Layer3 Fintech Ltd.
F.8	Website of the issuer	https://www.yellow.org/
F.9	Starting date of offer to the public or admission to trading	2026-03-22
F.10	Publication date	2026-03-21
F.11	Any other services provided by the issuer	Layer3 Fintech does not currently provide any other services.
F.12	Language or languages of the crypto-asset white paper	English
F.13	Digital token identifier code used to uniquely identify the crypto-asset or each of the several crypto assets to which the white paper relates, where available	SCKVXCTRN
F.14	Functionally fungible group digital token identifier, where available	MQRLXGT8M
F.15	Voluntary data flag	FALSE
F.16	Personal data flag	TRUE
F.17	LEI eligibility	TRUE
F.18	Home Member State	Ireland
F.19	Host Member States	Austria, Belgium, Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Iceland, Italy, Latvia, Liechtenstein, Lithuania, Luxembourg, Malta, Netherlands, Norway, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden

N	Field	Content
G.1	Purchaser rights and obligations	Purchasers of YELLOW acquire a digital asset that is only intended to provide access to the goods and services supplied by Layer3 Fintech Ltd. within the Yellow Network ecosystem, but does not confer any ownership, governance, or financial rights over Layer3 Fintech Ltd. or its affiliates. Specifically, holding YELLOW does not entitle the purchaser to dividends, profit-sharing, voting rights, or claims on the issuer's assets. Instead, the token's value lies in its utility, enabling users to interact with Yellow services, such as paying service access fees for transactions, clearing, and in-app subscriptions, posting mandatory functional security deposits for node operation, and accessing dispute adjudication services. YELLOW is transferable and may be traded on secondary markets; however, its design purpose is to provide access to the goods and services described in this white paper. Purchasers also assume the risks associated with crypto-assets, including market volatility, technological vulnerabilities, and regulatory uncertainties. Purchasers are responsible for securing their tokens, complying with applicable laws in their jurisdictions, and understanding that there is no guarantee that the goods and services accessible through YELLOW will remain available, maintain their current scope, or that the token will remain liquid on secondary markets.
G.2	Exercise of rights and obligations	The exercise of rights and obligations associated with the YELLOW token is functional and operational within the Yellow Network and ecosystem. YELLOW holders consume their tokens to access services supplied by Layer3 Fintech Ltd., including transactions, app purchases and subscriptions, data delivery, service provisioning, and cross-chain messaging, by either submitting requests through smart contracts or interacting with the Yellow decentralised network of nodes. Node operators post YELLOW as a mandatory functional security deposit and are subject to automatic collateral slashing for misconduct or underperformance (see section H.5). These obligations are enforced algorithmically through smart contract protocols. Since YELLOW does not confer any ownership, legal entitlement, or governance rights, the scope of rights exercisable by holders is limited to accessing goods and services supplied by Layer3 Fintech Ltd. within the Yellow ecosystem. All responsibilities tied to YELLOW, including storage, usage, and compliance with local regulations, lie solely with the token holder.
G.3	Conditions for modifications of rights and obligations	The protocol-level service parameters that affect how YELLOW is used within the network — including security thresholds, fee levels, supported blockchain integrations, and collateral requirements — may be modified through the node operator governance mechanism described in section H.5. Such modifications require collective agreement from multiple active node operators through distributed multi-signature execution; passive token holders cannot initiate or vote on parameter changes. Governance participation is non-transferable and non-delegable — it requires actively running a clearnode, maintaining collateral above the protocol minimum, and processing transactions on the network. Ceasing node operations immediately terminates governance participation. Governance scope is strictly limited to technical protocol parameters and does not extend to token supply, treasury allocation, or issuer corporate matters, which remain the responsibility of Layer3 Foundation and Layer3 Fintech Ltd. Any material changes to the terms of the token offering or holder rights beyond protocol parameters will be communicated through updates to the white paper and appropriate regulatory notifications in accordance with MiCA Article 12.
G.4	Future public offers	Layer3 Fintech Ltd. may consider conducting additional public offers of YELLOW tokens in the future to support ecosystem expansion, fund platform development, or broaden access to Yellow ecosystem services. No specific dates or quantities have been determined at this time. Any future public offer will be carried out in compliance with Regulation (EU) 2023/1114 (MiCA) and will be preceded by an updated whitepaper and appropriate regulatory notifications.
G.5	Issuer retained crypto-assets	1250000000
G.6	Utility Token Classification	TRUE
G.7	Key features of goods/services of utility tokens	The YELLOW token is only intended to provide direct access to the digital infrastructure, software, and services supplied by Layer3 Fintech Ltd. within the Yellow Network ecosystem, which operates as a Layer-3 interoperability layer connecting brokers, decentralised apps, and liquidity providers. Holding or consuming YELLOW grants measurable and verifiable access to both on-chain protocol services and off-chain platform services supplied by the issuer. Specifically, YELLOW is required to: register and operate clearnode infrastructure on the network using the issuer's opensource software; post collateral as a mandatory functional security deposit (see section H.5); access protocol services at a discounted rate (users who do not yet hold YELLOW may optionally pay in other supported assets through independent thirdparty liquidity providers); access the Yellow SDK and developer tools developed by the issuer; register applications on the onchain AppRegistry maintained by the issuer; access premium features in the application layer, such as higher transaction rate limits; access dispute adjudication services through independent arbitration forums; and post collateral as an app builder when selecting an arbitration forum, serving as a service quality guarantee. All of these goods and services are maintained and supplied by Layer3 Fintech Ltd. as the issuer, which integrates open-source components developed through multi-entity collaboration (see section D.5) into a unified service offering.
G.8	Utility tokens redemption	YELLOW is consumed to access the goods and services supplied by Layer3 Fintech Ltd. The principal redemption paths are: Protocol services — transactions, data delivery, clearing, and crosschain messaging, accessed by submitting requests through smart contracts or interacting with the Yellow decentralised network of nodes. Application-layer services — app purchases, subscriptions, and premium features accessed through the Yellow App Store. Node operation — operators post YELLOW as a mandatory functional security deposit and are subject to automatic collateral slashing for misconduct (see section H.5). App builder registration — builders post YELLOW collateral on the AppRegistry as a service quality guarantee. Dispute adjudication — users pay a processing fee in YELLOW to access independent arbitration forums. All obligations are enforced algorithmically through smart contract protocols. YELLOW does not confer any ownership, legal entitlement, or governance rights over the issuer.
G.9	Non-trading request	TRUE
G.10	Crypto-assets purchase or sale modalities	N/A
G.11	Crypto-assets transfer restrictions	There are no restrictions on the transferability of the crypto-assets offered to the public or admitted to trading.
G.12	Supply adjustment protocols	FALSE
G.13	Supply adjustment mechanisms	Unlike ARTs and EMTs, YELLOW does not incorporate any active supply adjustment mechanism such as algorithmic issuance, dynamic minting, or automatic token burns. The total supply of YELLOW is statically capped at 10,000,000,000 tokens. YELLOW's value is purely market-driven and not designed to track any external reference. There is no protocol-based burning of tokens in response to usage levels, nor is there any inflationary mechanism to increase the supply over time. Any changes in circulating supply are the result of movements from locked reserve or internal allocations (such as Network Growth operational subsidies) to the open market, not from protocol-level supply modifications. This static supply model contributes to transparency and predictability in Yellow's tokenomics.
G.14	Token value protection schemes	FALSE
G.15	Token value protection schemes description	This field does not apply as G.14 is false.
G.16	Compensation schemes	FALSE
G.17	Compensation schemes description	This field does not apply as G.16 is false.
G.18	Applicable law	Ireland
G.19	Competent court	Ireland

Part H – Information on underlying technology

N	Field	Content
H.1	Distributed ledger technology	The Yellow Network operates as a three-layer architecture built on top of public blockchains. The underlying technology builds on open-source state channel research (statechannels.org) and collaborative development across multiple independent entities, including the Nitrolite framework developed with Consensys (see section D.5 for full development provenance). Layer 1 — Base blockchain (EVM settlement) YELLOW is implemented as an ERC-20 token on Ethereum, ensuring compatibility with existing wallets, smart contract systems, and decentralised applications. Smart contracts deployed on each supported EVM chain (Ethereum, Base, Arbitrum, Linea, BNB, and Polygon) provide on-chain asset custody, the NodeRegistry for node operator registration and collateral management, the AppRegistry for application registration, and collateral slashing enforcement. Layer 2 — Ledger Layer (Yellow Clearnet) A distributed peer-to-peer ledger that operates off-chain above the base blockchain. Independent node operators form a decentralised network where each user account is guarded by a group of nodes assigned by the protocol. These nodes collectively manage the account's state using threshold cryptographic signatures — no single node can unilaterally move funds; a supermajority of the group must agree before any balance change is recorded. The protocol scales security proportionally: as the value held in an account grows, it automatically assigns more nodes to guard it, ensuring the total collateral at risk always exceeds the value being protected. A separate set of nodes independently verifies every state change and can produce on-chain fraud proofs if the primary group acts dishonestly. The Ledger Layer provides Virtual State Channels — channels that are created and managed entirely off-chain without requiring an on-chain transaction to initialise — enabling off-chain balance management, cross-chain clearing and settlement, and unified multi-chain balances through clearnode infrastructure. Layer 3 — Application Layer (AppLayer) Applications built on top of the Ledger Layer. Application-level state updates are agreed off-chain by channel participants through quorum consensus. Misconduct is enforced through collateral slashing on the base blockchain. The Application Layer supports the Yellow App Store, SDK-built applications, and specialised services such as dispute adjudication through independent arbitration forums. This three-layer structure aligns with the MiCA definition of Distributed Ledger Technology (Regulation (EU) 2023/1114) — a system in which records are stored in a distributed manner, where validation and updating are performed by multiple parties using cryptographic and consensus-based mechanisms, without reliance on a central authority. The Yellow Network maps to this definition in the following ways: Distributed state management without a central authority: Each user account is maintained by a group of independent nodes that validate and cosign state updates using threshold cryptography. No single actor controls the ledger state; it is mutually maintained and cryptographically attested across multiple independent participants. Decentralised settlement anchored to public blockchains: While routine operations occur offchain for performance, final settlement, dispute resolution, and asset custody remain anchored to public blockchains. The system inherits the transparency, immutability, and security guarantees of Ethereum and other integrated networks. Multinetwork interoperability: Clearnodes provide chain abstraction and routing, allowing participants to transact across multiple blockchain environments while maintaining a unified view of their balances. This reinforces interoperability and distributed coordination, both explicit attributes of DLT systems under MiCA. Further Information Sources and Links (All links validated as per 7 November 2025) https://yellow.org/ — provides comprehensive information about the Yellow stack, including its technology, vision, roadmap, staking, governance, developer resources, and the latest updates on ecosystem projects. https://docs.yellow.org/ — The official documentation for developers building applications using the Yellow technology and its components, providing in-depth guides, tools, tutorials, and community support. GitHub Repositories https://github.com/layer-3/clearnet — The official repository for the Yellow network node, including both open source client software and publicly auditable smart contracts. https://github.com/layer-3/docs — The repository for the Yellow's official documentation website.
H.2	Protocols and technical standards	The Yellow Network adheres to the following protocols and technical standards, organised by layer as described in section H.1: Layer 1 — On-chain standards ERC20 token standard on Ethereum — provides standardised interfaces for transfers, approvals, and allowances, ensuring compatibility with wallets, exchanges, and smart contract systems across the EVM ecosystem. Custody smart contracts — govern onchain asset custody and withdrawal settlement on each supported chain. NodeRegistry and AppRegistry contracts — manage node operator registration, collateral, application registration, and collateral slashing enforcement. Layer 2 — Ledger Layer protocols Peer-to-peer network protocol — a structured overlay that assigns account custody to groups of nodes based on their position in a shared address space, ensuring deterministic and decentralised routing without a central coordinator. Threshold signature protocol — node groups collectively sign state updates using threshold cryptography (BLS), requiring a supermajority to authorise any balance change. Virtual State Channel protocol — channels are created and managed entirely offchain without requiring an onchain transaction to initialise. Enables offchain balance management, crosschain clearing via lockandcertify transfers, and unified multichain balances through clearnode infrastructure. Layer 3 — Application Layer standards AppLayer RPC API — enables applications to interact with clearnodes and the Ledger Layer through remote procedure calls. AppLayerClient library — provides control over Virtual State Channels, cryptographic state signing, and interaction with the Ledger Layer. Yellow SDK — abstracts the complexity of channel management, multichain settlement, and unified balances (e.g., 50 USDC on Ethereum + 50 USDC on Base = 100 USDC unified balance) for application developers.
H.3	Technology used	The Yellow Network's technology stack comprises the following components, organised by layer as described in sections H.1 and H.2: Layer 1 — EVM smart contracts — Custody contracts deployed on each supported chain (Ethereum, Base, Arbitrum, Linea, BNB, and Polygon) provide on-chain asset custody and settlement finality. The NodeRegistry manages node operator registration and collateral. The AppRegistry manages application registration and service quality deposits. Collateral slashing is enforced on-chain when fraud is detected by the Ledger Layer. Layer 2 — Clearnode infrastructure (Yellow Clearnet) — Clearnodes are decentralised nodes operated by independent node operators using the issuer's open-source software. Each clearnode participates in the distributed ledger by joining node groups that collectively guard user accounts, maintaining asset pools across multiple blockchain networks, providing chain abstraction, routing off-chain transactions through Virtual State Channels, and exposing unified cross-chain balances to connected clients. Layer 3 — Application Layer and developer tools — The Yellow SDK provides the AppLayer RPC API and AppLayerClient library, enabling developers to integrate applications with the Yellow Network without managing low-level Virtual State Channel operations, cryptographic signing, or multi-chain settlement directly. The Yellow Smart Account and Yellow Wallet provide end-user interfaces for interacting with the network, managing assets across chains, and accessing application-layer services.
H.4	Consensus Mechanism	The Yellow Network uses a layered consensus model corresponding to the three-layer architecture described in section H.1: Layer 1 — Ethereum Proof-of-Stake YELLOW is an ERC-20 token deployed on the Ethereum blockchain and therefore inherits Ethereum's Proof-of-Stake (PoS) consensus mechanism. Validators stake ETH to participate in block proposal and attestation, ensuring that attacks are economically irrational, transactions are finalised through consensus checkpoints, and every on-chain YELLOW transfer is validated by a globally decentralised set of nodes. The creation, ownership, and on-chain transfer of YELLOW are secured by Ethereum's PoS consensus. Layer 2 — Ledger Layer threshold-signature consensus Within the Ledger Layer, each user account is guarded by a group of nodes that reach consensus through threshold cryptographic signatures. A supermajority of the group must co-sign every state update before it is accepted — no single node, or even a minority of nodes, can unilaterally alter an account's balance. A separate set of nodes independently verifies every state change; if the primary group produces a fraudulent update, the verifiers generate an on-chain dispute certificate that overrides it and triggers automatic collateral slashing. This consensus mechanism operates entirely off-chain for speed but relies on the Layer 1 smart contracts for final enforcement. Layer 3 — Application Layer channel consensus At the Application Layer, state updates within Virtual State Channels are agreed off-chain by the participating parties through quorum co-signing. Channels are created and managed entirely off-chain. The base blockchain is used only for asset custody and collateral slashing enforcement when fraud is detected by the Ledger Layer. This layered model provides scalability and near-instant transaction speed while retaining on-chain enforceability. Yellow does not replace blockchain consensus; it extends it — combining the finality of Ethereum's PoS, the security of threshold-signature consensus at the Ledger Layer, and the performance of off-chain channel consensus at the Application Layer.
H.5	Incentive Mechanisms and Applicable Fees	The Yellow Network's incentive mechanism and applicable fee structure is designed to secure transactions, promote sustainable network participation, and fund ongoing protocol operations. Fee structure and protocol fee accounting All network services — including trading, clearing, and protocol-level operations — require the consumption of YELLOW as a service access fee. The primary and incentivised method of payment is direct expenditure of YELLOW by the user, which receives a discounted fee rate. For users who do not yet hold YELLOW, an optional convenience mechanism allows payment in other supported assets (such as ETH or USDT); independent third-party liquidity providers convert the payment into YELLOW before the service fee is consumed by the protocol. This optional conversion is operated by third-party liquidity providers, not by the issuer, and does not constitute a currency exchange service, payment function, or value-stabilisation mechanism. Protocol fees from clearing and trading operations are locked into the collateral of the node operators that processed them, as described below. Fees from Yellow App Store subscriptions and premium application-layer features are directed to the Foundation Treasury to fund continued research, development, and delivery of the goods and services accessible through YELLOW. Node collateral and network security Posting YELLOW as collateral is a functional security requirement of the protocol. Yellow Network implements a Value-at-Risk security model: the protocol dynamically ensures that the total collateral posted by nodes responsible for any given account always exceeds the value of assets held in that account. This makes fraud economically irrational — an attacker who corrupts the nodes guarding an account would lose more collateral than they could steal. Node collateral serves three essential protocol functions: 1. Sybil resistance — a minimum collateral threshold per node prevents an attacker from cheaply flooding the network with malicious nodes to surround and compromise target accounts. 2. Fraud deterrence — if a node participates in producing a fraudulent transaction, its collateral is slashed automatically through on-chain fraud proofs. The collateral is the enforcement mechanism that makes the protocol's dispute resolution credible. 3. Dynamic security scaling — as the value held in any account grows, the protocol automatically assigns more nodes to guard it, requiring proportionally more collateral at risk. This ensures the cost of corruption always exceeds the value being protected. Nodes and applications post YELLOW as a mandatory security deposit to activate operational roles (e.g., clearnode operation, routing participation, app deployment). As a mandatory network security mechanism, protocol fees from processed transactions are locked into the collateral of the nodes that processed them, increasing those operators' slashing exposure proportionally — this does not constitute income, yield, or reward. Auto-compounded fees strengthen the security deposit, not the operator's financial returns. There is no fee distribution to passive token holders. Node operators who engage in misconduct or underperformance are subject to automatic collateral slashing. Node operator governance as a security mechanism The Yellow Network protocol depends on on-chain smart contracts that enforce collateral rules, process withdrawals, and verify cryptographic signatures. These contracts contain configurable operational parameters that must be updated as the network evolves — for example, security thresholds, network configuration, and fee parameters. Without governance, these contracts require a centralised administrator key — a single point of failure that, if compromised, could undermine the security model for every user on the network. Node operator governance replaces this centralised key with distributed multi-signature execution by the operators who run network infrastructure. Parameter changes require collective agreement from multiple independent operators rather than a single key holder. Governance participation is accessible only to active node operators — not to passive token holders. Eligibility requires running a clearnode with registered nodes, maintaining collateral above the protocol minimum, and actively processing transactions on the network. Governance participation is non-transferable, non-delegable, and terminates immediately upon cessation of node operations — it is a condition of the service-provider role, not a right attached to the YELLOW token. The token serves as mandatory collateral for node registration; governance eligibility derives exclusively from active infrastructure operation, not from token ownership or the quantity of tokens held. Governance scope is strictly limited to protocol-level service parameters: security thresholds, fee parameters, supported blockchain integrations, confirmation requirements, and protocol upgrade activation. Governance does not extend to token supply decisions, treasury allocation, or issuer corporate matters, which remain the responsibility of Layer3 Foundation and Layer3 Fintech Ltd. Please refer further to the information provided in section H.1 above.
H.6	Use of distributed ledger technology	FALSE
H.7	DLT functionality description	The YELLOW token is issued and transferred on the Ethereum blockchain (and additional EVM-compatible networks including Base, Arbitrum, Linea, BNB, and Polygon) using the ERC-20 standard. The Yellow Network operates as a three-layer distributed ledger system: Layer 1 (EVM smart contracts for custody, registration, and dispute enforcement), Layer 2 (the Ledger Layer / Yellow Clearnet, a peer-to-peer distributed ledger with threshold-signature consensus), and Layer 3 (the Application Layer for end-user services). Full details are provided in sections H.1 through H.4.
H.8	Audit	TRUE
H.9	Audit outcome	Yellow maintains a security framework incorporating both internal reviews and external audits. The Yellow Network has undergone independent audits by third-party organisations specialising in blockchain technology: Hacken (2024) — Hacken, an independent cybersecurity firm, performed a security assessment targeting the Ethereum smart contracts for the Yellow Network. The audit evaluated findings using Likelihood, Impact, Exploitability, and Complexity metrics. It concluded that the implementation was robust, with no critical issues found, affirming that Yellow’s engineering team had effectively protected against common attack vectors. The full report is publicly accessible here: https://hacken.io/audits/openware-yellow-network/sca-yellow-network-vault-sept-2024/ GuardianAudits (ongoing) — GuardianAudits is auditing the decentralised ledger (Yellow Clearnet). Audit reports are published here: https://github.com/GuardianAudits/Audits/tree/main/Yellow%20Network/

General information	Page 3
Part A - Information about the offeror or the person seeking admission to trading	Page 4
Part B - Information about the issuer, if different from the offeror or person seeking admission to trading	Page 5
Part C - Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114	Page 6
Part D - Information about the crypto-asset project	Page 7
Part E - Information about the offer to the public of crypto-assets or their admission to trading	Page 8
Part F - Information about the crypto-assets	Page 9
Part G - Information on the rights and obligations attached to the crypto-assets	Page 10
Part H – Information on underlying technology	Page 11
Part I - Information on risks	Page 12
Part J - Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts	Page 13

N	Field	Content
I.1	Offer-related risks	Market volatility: The market price of YELLOW may fluctuate sharply due to broader crypto-asset sentiment, exchange depth, and the scheduled release of tokens by affiliated entities. Liquidity conditions: YELLOW may experience low trading volumes or wide bid-ask spreads, particularly during early distribution or campaign-driven activity. Funds Loss: The public YELLOW token sale may carry risks such as transaction errors, allocation mistakes, or offer cancellation, exposing participants to potential loss of funds or incorrect token allocation. Large transactions and scheduled unlocks: Pre-allocated YELLOW tranches are released according to a pre-defined, rule-based schedule. Scheduled releases from reserve allocations may affect market pricing as additional tokens enter circulation. Regulatory exposure and multi-jurisdiction complexity: As YELLOW will be traded in different countries and on various platforms, it may fall under multiple, evolving legal and regulatory regimes. Changes in these rules could affect where and how the asset can be traded.
I.2	Issuer-related risks	Operational Integrity: The network’s clearing and settlement process relies on solid internal controls. Weaknesses in fraud prevention, error handling, or system reliability could cause losses or reduce user trust. Regular audits and transparent processes are needed to maintain integrity. Governance Practices: Concentration of decision-making authority within a small group, or lack of transparency in governance processes, may create risks of mismanagement or reduced accountability. Limited disclosure of treasury movements or protocol updates could also affect credibility. Partnership Dependencies: Layer3 Fintech Ltd. works closely with brokers, validators, and technical partners. If key partners leave, fail to perform, or face issues, network operations could slow down. Heavy dependence on a few major partners increases the impact of any disruption. Regulatory Risks: As Yellow network operates globally, this requires adaptation to changing crypto regulations. New rules or stricter compliance demands could add costs or limit activity in some regions. Non-compliance or unclear token classification may also create legal or reputational risks.
I.3	Crypto-assets-related risks	Volatility Risks: The YELLOW token’s value can fluctuate significantly due to market supply and demand, trading activity, and general crypto market trends. These fluctuations may affect the cost of accessing network services denominated in YELLOW and the operational economics of node operators who post YELLOW as collateral. Liquidity Risks: Limited market liquidity may make it difficult to buy or sell YELLOW tokens without causing large price changes. Low trading volumes or exchange availability could reduce the token’s usability in collateral and settlement functions. Market Manipulation Risks: Since token distribution and trading activity may be uneven, large holders could influence price movements. This creates potential exposure to market distortions if coordinated trading or concentrated ownership occurs. Irreversibility Risks: Transactions on the Yellow Network, like on most blockchains, are irreversible. Mistaken or unauthorised transfers cannot be undone, and funds lost in such cases cannot be recovered. Private Key Management Risks: Users must securely manage their private keys to access and transfer tokens. Loss, theft, or exposure of private keys results in permanent loss of assets, as there is no central authority to restore access. Custodial Risks: If users rely on third-party services or custodians for holding their tokens, they face the risk of loss due to technical failures, breaches, or poor management by those custodians. Privacy Risks: Although the Yellow Network supports transparency in transactions, all activity is recorded on-chain. This public visibility can potentially expose wallet addresses or transaction patterns, affecting user privacy. Treasury Risks: The Foundation Treasury is funded by fees from Yellow App Store subscriptions and premium application-layer features, and is used to fund continued research, development, and delivery of the goods and services accessible through YELLOW. Protocol fees from clearing and trading operations are separate and are locked into node operators’ collateral. If network activity declines, premium feature revenue may be insufficient to cover development costs. Market drops affecting reserve assets could also reduce available funds, creating short-term liquidity pressure.
I.4	Project implementation-related risks	Technical Delays and Overruns: Yellow’s development involves future integrations such as non-EVM blockchain support, Ledger Layer mainnet launch, and expanded liquidity routing. Unforeseen technical issues or underestimated resource needs could lead to delayed milestones or increased costs. Operational Interruptions and Downtime: Outages or degraded performance of brokers, nodes, or sequencers could temporarily halt transaction processing or reduce efficiency. Prolonged downtime would affect settlements and user experience. Governance and Control Risk: Weak governance safeguards could enable parameter manipulation or insufficient operator participation, affecting fair decision-making. Poorly designed procedures could also delay or block necessary protocol upgrades. Interdependency Across Systems: Modules within Yellow’s ecosystem, such as trading, clearing, and settlement, are interlinked. A malfunction in one area could cascade into others due to shared infrastructure and liquidity routing. Dependency on Third Parties: The project relies on external providers for infrastructure, such as security audits. Delays, miscommunication, or policy changes from these parties could slow progress or introduce vulnerabilities. Operator Concentration: If only a small group of node operators or brokers supports key functions, the network faces concentration risk. Collusion or downtime among these operators could disrupt service. Force-Majeure and Network Events: External events such as blockchain congestion, node outages, or global infrastructure failures could interrupt access or delay transaction processing.
I.5	Technology-related risks	Smart-contract errors: Defects in the on-chain custody contracts, NodeRegistry, or AppRegistry — such as custody logic, collateral management, or signature verification — could result in value misrouting, lock-ins, or invalid state transitions. Protocol logic defects in fraud detection and slashing: Logic errors in the Ledger Layer’s threshold-signature consensus or independent verification mechanism may result in undetected fraud or incorrect collateral slashing. Cryptographic risks: Compromise of signature algorithms or future quantum computing advances could endanger signature validity. Infrastructure and service dependencies: Dependencies on clearnodes, RPC gateways, explorers, and indexers could create single points of failure or data inconsistency.
I.6	Mitigation measures	Offer-Related Risks — Market Volatility and liquidity conditions: The Foundation Treasury maintains a diversified asset portfolio to reduce exposure to market fluctuations and maintain operational continuity. Protocol fees from clearing and trading operations are locked into node operators' collateral, providing network security independent of treasury funding. Funds Loss: Purchasers benefit from a 14-day withdrawal right, allowing them to recover their funds and full reimbursement is guaranteed if the offer is cancelled. All funds are securely held in safeguarded accounts or managed by regulated third-party custodians until token allocation is complete. Layer3 Fintech Ltd. actively monitors these arrangements to ensure compliance, security, and proper handling of participant assets. Issuer-Related Risks — Operational Integrity: To strengthen operational integrity, Yellow requires node operators to deposit collateral, and incorporates automated smart-contract dispute resolution mechanisms. The Yellow Clearnet (Ledger Layer) provides a distributed peer-to-peer ledger with threshold-signature consensus and independent fraud verification, enabling secure and decentralised transaction settlement between brokers and exchanges. Governance Practices: Yellow is transitioning protocol parameter administration from the Layer3 Foundation administrator key to distributed multi-signature execution by active node operators. This replaces a single point of failure with collective operational oversight, restricted to protocol parameters and limited to participants running network infrastructure. Treasury risks: The Foundation Treasury is funded by premium feature and App Store subscription fees and is managed by Layer3 Foundation, with allocation decisions made by the Foundation's management — not by token-holder or protocol governance. Treasury management follows documented policies covering diversification, operational continuity, and quarterly reporting. Crypto-asset-Related Risks — Privacy and Custody: Yellow emphasises self-custody for users, ensuring that token holders maintain direct control over their assets, reducing dependency on third-party custodians and lowering the risk of loss from external breaches or mismanagement. Project-Implementation-Related Risks — Dependency on Third Parties: Yellow network works with a broad range of specialised partners rather than relying on a single provider in any field. For example, HackenAI and Zokyo provide security audits, while Cobo and Fireblocks handle custody and treasury management. Other fields, such as blockchain infrastructure, developer tools, and trading integrations, are also supported by multiple partners. Technology-Related Risks — Smart-contract and protocol logic defects: Yellow commissioned independent audits by Hacken in 2024 covering logic correctness, exploitability, and arithmetic safety. No critical vulnerabilities were found.

Index

General information

Part A - Information about the offeror or the person seeking admission to trading

Part B - Information about the issuer, if different from the offeror or person seeking admission to trading

Part C - Information about the operator of the trading platform in cases where it draws up the crypto-asset white paper and information about other persons drawing the crypto-asset white paper pursuant to Article 6(1), second subparagraph, of Regulation (EU) 2023/1114

Part D - Information about the crypto-asset project

Part E - Information about the offer to the public of crypto-assets or their admission to trading

Part F - Information about the crypto-assets

Part G - Information on the rights and obligations attached to the crypto-assets

Part H – Information on underlying technology

Part I - Information on risks

Part J - Information on the sustainability indicators in relation to adverse impact on the climate and other environment-related adverse impacts